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Bylaws

BYLAWSRevised August 2011

MISSION

The Mission of the Louisiana Speech-Language Hearing Association (LSHA) is to:
-Serve individuals in the professions of audiology and speech-language pathology
-Advocate for services provided to individuals with speech, language and hearing needs
-Establish and promote professional development and high ethical and professional standards
-Provide programs and services that meet members’ needs

ARTICLE I. NAME

Name. The name of this organization shall be the Louisiana Speech-Language-Hearing Association (hereinafter called “the Association”).
Location. The principal office of the Association is located in the offices of the Association Executive Secretary.

ARTICLE II. PURPOSE

The purposes of the Association shall be:

To encourage basic scientific study and research of the processes of individual human communication with special reference to speech, language, and hearing;
To promote the investigation and prevention of communication disorders;
To foster improvement of clinical services and procedures concerning such disorders;
To exchange and disseminate scientific and professional information among persons and organizations thus engaged;
To maintain and promote high standards of qualifications and ethical practice for speech-language pathologists, and audiologists in the state;
To promote the extension of speech, language, and hearing services within this state;
To advocate the rights and interests of persons with communication disorders and to promote the individual and collective professional interests of Members of the Association.
To represent the membership with respect to issues or concerns affecting the Association or its membership; and
To cooperate with other organizations and agencies to carry on the above purposes.
To promote appropriate academic and clinical preparation of individuals entering the discipline of human communication sciences and disorders and promote the maintenance of current knowledge and skills of those within the discipline.

ARTICLE III. MEMBERSHIP

1. Membership Classes and Qualifications. The membership of the Association shall consist of Full Members, Life Members, Associate Members and Student Members.

A Full member must hold a graduate degree with major emphasis in speech-language pathology, audiology, and/or speech, language or hearing science, or, hold a graduate degree and present evidence of active research, interest and performance in the field of human communication. An individual who met the qualifications for full member status under the previous LSHA by-laws (December 2004) may continue to hold full member status in the Association. [Amended June 1, 2005]
A Life member shall be a member who has attained the age of 65 and who has held that membership for ten consecutive years prior to age 65. Such a member may apply for and automatically receive Life Membership with all privileges previously accorded that membership class without payment of annual dues.
An Associate Member shall be one who is employed in and/or presents evidence of interest in the field of communication disorders and/or sciences, but does not meet the requirements of a Full Member or Student member.
A Student Member shall be one who presents evidence of current full-time matriculation in a graduate or undergraduate program in speech-language pathology, audiology, or speech and hearing science, and who is not eligible for Full membership or opts to waive benefits of full membership (including voting and office holding privileges) while undergoing full-time graduate studies in communication services and disorders. [Amended August 19, 2011]

2. Application for Membership. All applicants for membership must complete and sign the application form provided by the Association and submit the application, along with the current required fees for membership in the Association to the principal office of the Association.

3. Rights and Responsibilities.

The right to introduce motions at the Annual Business Meeting of the Association, to nominate, to vote, to serve on committees or on the Board of Directors and to hold office shall be limited to Full Members and Life Members who previously held Full Membership.
All classes of membership are bound by the Bylaws and by the Code of Ethics of the Association.
All membership classes except Life Members shall pay dues annually by January 31 of each year for the membership year which runs January 1 through December 31.
The Treasurer shall notify in writing any member who has not paid dues by April 15. Failure to pay dues by April 15 shall result in automatic suspension of membership in the Association, and the Treasurer shall notify the member, the Editor of Publications, and the Association office of the suspension. Reinstatement within one year from the date of suspension may be accomplished by the payment of current and delinquent dues. After the period of one (1) year from the date of suspension, membership shall be considered lapsed and re-application for reinstatement for all classes of membership shall be necessary.
Resignation. Members may resign formally by filing a written resignation with the Board of Directors; no dues shall be refunded.

4. Suspension of membership.

Any Full Member, Life Member, Associate Member or Student Member who violates the Bylaws or the Code of Ethics of the Association will be suspended upon recommendation by the Executive Committee and by two-thirds (2/3) majority vote of the Board of Directors. Persons who have been suspended may be reinstated after one (1) year upon the recommendation of the Executive Committee and by two-thirds (2/3) majority vote of the Board of Directors.

ARTICLE IV. BOARD OF DIRECTORS

1. Directors. The Board of Directors is the governing body of the Association which has authority and is responsible for the supervision, control and direction of the Association.

2. Composition of the Board. The Board of Directors consists of fourteen (14) individuals, thirteen (13) of whom shall be elected Full or Life members of the Association. The fourteenth member shall be a Student Representative who shall be a non-voting member of the Board of Directors. At least two (2) speech-language pathologists and two (2) audiologists must be members of the Board or Directors

Of the thirteen (13) elected voting members of the Board of Directors, five (5) shall comprise the Executive Committee.
Four shall be elected for specific Directorships – Director for Audiological Services, Director for Health Care Services, Director for School Services, and Director for University Services.
The remaining four (4) members shall be designated as Directors-at-Large.

3. Eligibility for Election to Board of Directors. Persons nominated to the Board of Directors shall be Full Members, or Life Members, previously holding Full Member status who have been members for at least one year.

4. Terms of Office. The thirteen (13) Directors will be elected by the membership for staggered terms of three years beginning July 1 and ending June 30. Transitionally, Directors in place on January 1, 2012 will complete that year’s term 6 months early on June 30, 2012.

Directors serving their first three-year term may be re-elected to an additional three year term, after which time they cannot be re-elected without being absent from the Board for at least one year.
No director’s service on the Board can be extended beyond the term limits as stated in 4a) with the exception of the individual elected President-Elect whose term may be extended to allow for completion of the three year rotation as President-Elect, President, and Past President.
The Student Representative shall be appointed by the Director of University Services for a one-year term. The Student Representative shall be a member in good standing of LSHA and of a Louisiana university NSSLHA Chapter.
For the calendar year 2006, the President shall appoint the Director for Audiological Services, the Director for Health Care Services, the Director for School Services, and the Director for University Services. Two of the four directors shall be appointed at the discretion of the President for one-year terms, and two of the four directors shall be appointed for two-year terms to ensure staggered terms on the Board of Directors. Beginning in 2006 and thereafter, expiring terms shall be filled for a period of three (3) years by a vote of the eligible membership according to the election guidelines specified in Article V.

5. Vacancies. If for any reason, a vacancy occurs on the Board, the Board of Directors shall, by a majority, appoint a successor from the Full or Life membership to fill the position for the unexpired term as determined eligible (Article IV.3.). Individuals who have filled a Board vacancy and have served eighteen (18) months or longer in this manner will be eligible for regular Board membership in the following election for only a single three-year term. Individuals who have served less than eighteen (18) months will be eligible for regular Board membership and may serve two (2) consecutive three-year terms.

6. Meetings. The Board of Directors will meet no fewer than two times a year, in addition to the annual Convention Meeting.

The Student Representative and the Executive Secretary of the Association will attend these meetings as non-voting members.
The presence of a simple majority shall constitute a quorum, which shall include the President or the President-Elect who shall preside at every official meeting.
Proxy voting shall not be permitted. Mail, telephone, voice mail, electronic, or fax voting is permitted.
All meetings shall be conducted in accordance with the most recent edition of Robert’s Rules of Order, duly revised.

7. Duties. Duties of the Board of Directors shall include, but are not limited to the transaction of the business of the organization, the determination of date, place and registration fee for the annual convention, approval of the annual budget, and those duties specified by the LSHA Policies and Procedures, and/or assigned by the President of the Association. The Board of Directors may appoint special committees as needed, and these committees shall report directly to the Board as directed.

8. Removal.

A Director may be removed from the Board for reasons, including, but not limited to, failure to fulfill the duties of office or violation of the Bylaws or Code of Ethics of the Association.
Removal of a Board member may be accomplished by a majority vote of those present and voting at the annual business meeting.

9. Insurance. The Association shall maintain appropriate insurance as deemed necessary by the Executive Committee, subject to annual review by the Executive secretary and the Board of Directors.

10. Changes. Major changes, additions or deletions in the role and responsibilities of the Executive Secretary, consultants, insurance, or other policies and procedures must be made by resolution and approval of the majority of all members of the Board of Directors.

ARTICLE V. ELECTIONS

1. Elections of Directors. Elections for members of the Board of Directors shall be held annually by electronic or nonelectronic ballot prior to the annual convention. The election process may be held at a time deemed by the Board as appropriate in the event that the annual convention is held in the Spring or Summer. Members will be notified of the election results in the newsletter.

2. Procedures for Elections of Directors. The Nomination, Elections and Awards Committee, a standing committee of the Association (see Article V.5.) is responsible for carrying out the election according to the following procedures:

Call for nominations by electronic or nonelectronic format.
Verify that nominees meet eligibility criteria as stated in Article III. 3. and Article IV. 3. and 4.; that is, from the general membership or from the current Board of Directors. At all times at least two (2) speech-language pathologists and two (2) audiologists must be members of the Board of Directors.
Submit the slate electronic or nonelectronic means, to the membership for election.
Nominees receiving a plurality of votes shall be considered duly elected.
Ballots received after the stated deadline shall not be considered in the election.
The membership shall be notified of the election results at the annual conference and by publication in the newsletter.

3. Election of the President-Elect. The Nominations, Elections and Awards Committee, a standing committee of the Association, is responsible for carrying out the election according to the following procedures:

The Nominations, Elections and Awards Committee shall nominate not less than two candidates, serving on the Board of Directors, for the office of President-Elect.
The election shall be conducted by electronic or nonelectronic ballot from among the Full Members and Life Members of the Association prior to the annual business meeting.
The candidate receiving a plurality vote shall be considered elected President-Elect.
Ballots received after the stated deadline shall not be considered in the election.
The membership shall be notified of the election results in the official publication.

4. Election of Officers. At the annual convention the Board of Directors will convene to elect the Secretary and the Treasurer. The current President shall appoint standing committee chairs from within the current and newly elected Board of Directors. Voting shall be by secret ballot with a plurality needed for election.

5. Elections of Nominations, Elections and Awards Committee. The Nominations, Elections and Awards Committee shall consist of the Past-President, who shall serve as Chair, and four (4) other members, one of whom shall be a current member of the Board of Directors, appointed by the President with majority approval of the Board, and three (3) members from the general membership elected by electronic or nonelectronic ballot prior to the Annual Business Meeting. Members of the Nominations, Elections, and Awards Committee shall be elected for a two-year term and may not succeed themselves.

ARTICLE VI. OFFICERS

1. Officers. The officers of the Association are President, President-Elect, Past-President, Secretary and Treasurer.

2. Composition of the Executive Committee. The five officers, President, President-Elect, Past-President, Secretary and Treasurer, shall constitute the Executive Committee of the Board of Directors.

3. Eligibility.

The President-Elect shall be elected by the membership. (See Article V.3.)
The Secretary and Treasurer shall be elected from the Directors at Large by the elected Board of Directors (see Article V.4.).
The five officers must have had at least one year of service on the Board of Directors prior to holding office.

4. Terms of Office.
The President-Elect will serve on the Executive Committee for one year as President-Elect and then assume the duties of President. Following that year, the President will assume the position of Past-President. Any term expiring prior to the completion of the sequence of President-Elect, President, and Past-President will be extended as necessary to insure that an individual completes service in all three positions. The number of elected directors will be adjusted accordingly to accommodate the extended term and to ensure that the total number of elected Directors does not exceed thirteen (13). An individual may not serve more than one consecutive year as President-Elect, one consecutive year as President, and one consecutive year as Past-President.
The secretary shall be elected for a term of one year, with eligibility for re-election, if not prohibited by term limits on the Board of Directors.
The treasurer shall be elected for a term of one year, with eligibility for re-election if not prohibited by term limits on the Board of Directors.

5. Vacancies.

If the President is unable to complete his or her term, the President-Elect shall assume the duties of President and following that term shall fulfill the duties of Past-President.
If the President-Elect, Treasurer or Secretary are unable to complete their terms of office, their positions will be filled from the Board of Directors by appointment of the President until the next election is scheduled.

6. Meetings.

The Executive Committee will meet as deemed necessary by the President to direct and execute the business of the Association.
The Executive Secretary of the Association will attend all Executive Committee meetings as a non-voting member.

7. Duties. The officers will perform those duties in the document entitled “ROLES AND RESPONSIBILITIES OF LSHA BOARD, OFFICERS AND COMMITTEE CHAIRS.”

8. Powers and Voting Requirements.

Business must be passed by a majority vote of the members present and voting.
The Executive Committee is empowered to carry to a conclusion all Association matters where the policy has been established by either the general membership of the Association or by the Board of Directors.

9. Removal. A member of the Executive Committee may be removed from office for reasons that include but are not limited to failure to fulfill the duties of office or other violations of the Bylaws or Code of Ethics of the Association, by a majority vote of the full Board of Directors.

ARTICLE VII. MEETINGS

1. Annual Membership Meeting. The Association will hold an annual meeting of the regular membership in conjunction with the Annual Convention unless otherwise specified by the Board of Directors.

2. Special Meetings. Special meetings of the Association membership may be ordered by the Board of Directors at any time. In addition, ten (10) percent of the Full Members may petition the Board of Directors to call a special membership meeting.

3. Notice. The Board of Directors shall give Association members reasonable notice of all annual and special meetings.

4. General Membership Quorum. The presence of eight (8) percent of the voting membership shall constitute a quorum. A majority of members where a quorum is present is necessary to make a decision.

5. Conduct of meetings. All meetings shall be conducted in accordance with the most recent edition of Robert’s Rules of Order, duly revised.

ARTICLE VIII. STANDING COMMITTEES

1. Standing Committees

Executive Committee
Continuing Education
Convention and Time and Place
Nominations, Elections and Awards
Publications
Public Awareness
Legislation

2. Responsibilities of Committees.

All official committees of the Association will be under the direction and guidance of the Board of Directors. (See also “ROLES AND RESPONSIBILITIES OF LSHA BOARD, OFFICERS AND COMMITTEES.”)
Chairs of all committees, except Nominations, Elections and Awards, and task forces, shall be appointed by the President of the Association with approval by a majority vote of the Board.
In the event that a committee chair or task force leader is not a member of the Board of Directors, the President will appoint a Board member to serve as a liaison to that committee or task force.
Liaison appointments of Board members to specific committees or task forces will be conducted and renewed on an annual basis.

3. Establishment of Task Forces, and Ad Hoc Committees. The President may appoint committees with specified purpose(s) and specified term limits as necessary to conduct the business of the Association. Such committees are subject to approval by the majority vote of the Board of Directors.

4. Continuation of Ad Hoc Committees and Task Forces. Continuation of an ad hoc committee or task force is accomplished by submission of Request for Continuation by the member of the Board of Directors who has the appointed responsibility for that committee or task force, followed by a majority vote of the full Board of Directors.

ARTICLE IX. DISCRIMINATION

The Association shall not discriminate on the basis of race, national origin, religion, age, sex, sexual orientation, handicapping condition, gender or gender identification. All programs and activities of the Association shall be conducted in furtherance of this policy.

ARTICLE X

1. Executive Secretary. The role and responsibilities of the Executive Secretary are determined by the Board of Directors and are under the specific direction of the Executive Committee.

2. Consultants. The Executive Secretary, auditors, legal and legislative agents or any other consultants designated to operate for or on behalf of the Association, will be appointed and/or terminated by the Executive Committee with the majority approval of the Board of Directors. Contracts will be reviewed annually.

ARTICLE XI. AMENDMENTS

The Bylaws may be amended by the following procedures;
Proposed amendments must be submitted to the Board of Directors. Majority vote of the Board shall recommend the amendment to the membership.
Notice of the proposed amendment shall be submitted to the membership by electronic or nonelectronic means.
A majority affirmative vote of the members returning ballots within the specified time, shall constitute approval of the Bylaw change.